-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T09mFtm3mA/eoLcjsCHNW64SGo/0NfasRnSBvckE8THWDzq2t4WBIhTbEgePnDTD Qp0ZttJZ6cYrdVpGI31P5w== 0001341004-06-001820.txt : 20060629 0001341004-06-001820.hdr.sgml : 20060629 20060629131911 ACCESSION NUMBER: 0001341004-06-001820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060629 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LONGVIEW FIBRE CO CENTRAL INDEX KEY: 0000060302 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 910298760 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10061 FILM NUMBER: 06932772 BUSINESS ADDRESS: STREET 1: P O BOX 639 STREET 2: 300 FIBRE WAY CITY: LONGVIEW STATE: WA ZIP: 98632 BUSINESS PHONE: 360-425-1550 MAIL ADDRESS: STREET 1: PO BOX 639 CITY: LONGVIEW STATE: WA ZIP: 98632 8-K 1 chi501135-2.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 29, 2006 Longview Fibre Company ----------------------------------------------- (Exact name of registrant as specified in its charter)
Washington 001-10061 91-0298760 - -------------------------------- -------------------------- ------------------------------------ (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)
300 Fibre Way, Longview, Washington 98632 ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (360) 425-1550 Not applicable. ----------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On June 29, 2006, Longview Fibre Company issued a press release relating to correspondence received from Obsidian Finance Group, LLC and The Campbell Group, LLC ("Obsidian/Campbell"). A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press release issued by Longview Fibre Company on June 29, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LONGVIEW FIBRE COMPANY (Registrant) Date: June 29, 2006 By: /s/ Lisa J. McLaughlin --------------------------------- Lisa J. McLaughlin Senior Vice President - Finance, Secretary and Treasurer EXHIBIT INDEX Exhibit Number Description 99.1 Press release issued by Longview Fibre Company on June 29, 2006
EX-99 2 chi501157-1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE LONGVIEW FIBRE COMPANY ANNOUNCES RECEIPT OF CORRESPONDENCE FROM OBSIDIAN/CAMPBELL LONGVIEW, Wash., June 29, 2006 - Longview Fibre Company (NYSE: LFB) today announced that it received a letter, dated June 28, 2006, from Obsidian Finance Group, LLC and The Campbell Group, LLC ("Obsidian/Campbell"), in which they indicated they were revising their proposed price to $20.51 per share in cash, subject to mathematical reduction to the extent shares are issued in the company's previously-announced special distribution at a value below their offer. The letter states that their proposed price per share takes into account the cash to be paid in the special distribution, and states that Obsidian/Campbell calculate that their new price equates to a pre-special distribution price of $28.05 per share. As was the case with their previous proposal, Obsidian/Campbell's June 28 proposal, including price, is subject to certain conditions, including completion of satisfactory due diligence and financing. Obsidian/Campbell provided with their June 28 letter a copy of a letter from JPMorgan Chase Bank, N.A. relating to debt financing for their proposal. JPMorgan's commitment to provide financing is subject to completion of satisfactory due diligence and a number of other conditions. Longview's Board of Directors rejected Obsidian/Campbell's previous proposal at a pre-special distribution price of $26 per share. The Board of Directors will review Obsidian/Campbell's June 28 proposal in due course. About Longview Fibre Company Longview Fibre Company is a diversified timberlands owner and manager, and a specialty paper and container manufacturer. Using sustainable forestry methods, the company manages approximately 587,000 acres of softwood timberlands predominantly located in western Washington and Oregon, primarily for the sale of logs to the U.S. and Japanese markets. Longview Fibre's manufacturing facilities include a pulp-paper mill at Longview, Washington; a network of converting plants; and a sawmill in central Washington. The company's products include: logs; corrugated and solid-fiber containers; commodity and specialty kraft paper; paperboard; and dimension and specialty lumber. Longview Fibre press releases, SEC filings and Annual Reports are available at no charge through the company's Web site at www.longviewfibre.com. Certain Information Regarding Participants Longview Fibre Company's directors and certain of its executive officers, as well as Longview Fibre Company, may be deemed to be participants in any solicitation of Longview Fibre Company's shareholders in opposition to any solicitation conducted by Obsidian Finance Group, LLC and/or The Campbell Group, LLC or any of their affiliates for proxies to vote at the special meeting of Longview Fibre Company shareholders. Shareholders may obtain information regarding the names, affiliations and interests of such individuals in Longview Fibre Company's proxy statement for the company's 2006 annual meeting of shareholders, filed with the SEC on February 27, 2006 on Schedule 14A. A copy of that proxy statement may be obtained free of charge on the Securities and Exchange Commission's Web site at http://www.sec.gov, through the link to Longview Fibre Company's SEC filings on the company's Web site at http://www.longviewfibre.com or by directing a request to L.J. McLaughlin, 300 Fibre Way, Longview, Washington 98632, (360) 425-1550. Important Information In connection with the special meeting of Longview Fibre Company shareholders, Longview Fibre Company expects to file a proxy statement and/or other soliciting materials and other relevant documents with the SEC. Shareholders should read any such proxy statement, other soliciting materials or other relevant documents when and if they become available, because they will contain important information. Shareholders may obtain copies of such documents (when and if they become available) free of charge on the SEC's Web site at http://www.sec.gov, through the link to Longview Fibre Company's SEC filings on the company's Web site at http://www.longviewfibre.com or by directing a request to L.J. McLaughlin, 300 Fibre Way, Longview, Washington 98632, (360) 425-1550. Contacts L. J. McLaughlin Senior Vice President-Finance Phone: (360) 425-1550 Joele Frank / Eric Brielmann Joele Frank, Wilkinson Brimmer Katcher Phone: (212) 355-4449 Email: ebrielmann@joelefrank.com
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